SCHEDULE
to the
Master Agreement
dated as of September 15, 1997
between
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
a banking institution organized and existing under the laws
of the State of North Rhine - Westphalia, acting through its New York
Branch ("West LB"),
and
TIERS<service-mark> ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7,
a business trust organized under the
laws of the State of Delaware pursuant
to the Trust Agreement (as defined herein) (the "Trust").
PART 1. TERMINATION PROVISIONS
IN THIS AGREEMENT:
(a) "SPECIFIED ENTITY" means in relation to West LB for the
purpose of:
Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable
and in relation to the Trust for the purpose of:
Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable
(b) The provisions of Section 5(a) and Section 5(b) will apply
to West LB and to the Trust as follows:-
SECTION 5(A) WEST LB TRUST
- ------------ ------- -----
(i) "Failure to Pay or Deliver" Applicable Applicable
(ii) "Breach of Agreement" Not Applicable Not Applicable
(iii) "Credit Support Default" Not Applicable Not Applicable
(iv) "Misrepresentation" Not Applicable Not Applicable
(v) "Default under Specified Not Applicable Not Applicable
Transaction"
(vi) "Cross Default" Not Applicable Not Applicable
(vii) "Bankruptcy" Applicable Applicable
(viii)"Merger Without Assumption" Not Applicable Not Applicable
SECTION 5(A) WEST LB TRUST
- ------------ ------- -----
(i) "Illegality" Applicable Applicable
(ii) "Tax Event" Not Applicable Not Applicable
(iii) "Tax Event Upon Merger" Not Applicable Not Applicable
(iv) "Credit Event Upon Merger" Not Applicable Not Applicable
(v) "Additional Termination Event" Applicable Applicable
The following shall constitute "Additional Termination Events"
under this Agreement:
(A) the occurrence of an Optional Redemption of the Notes
pursuant to Part 5 paragraph (9) hereof and to Section 3c of the
Indenture ("Optional Redemption of the Notes"), and
(B) the payment in full of the Note Principal Amount and the
certificate principal balance (a "Prepayment Event").
If an Optional Redemption or a Prepayment Event are to occur, the
Payment Date on which such Optional Redemption of the Notes or,
as applicable, such Prepayment Event shall occur shall be an
Early Termination Date without need for any additional notice by
either party. In addition, notwithstanding Part 1 paragraph (d)
below, in connection with an Early Termination Date because of an
Optional Redemption of the Notes or a Prepayment Event, no
Settlement Amount will be payable by either party and the only
amounts due on the applicable Early Termination Date will be the
amounts set forth in any Confirmation related to a Transaction as
due on such date plus any Unpaid Amounts as of such date.
(c) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a)
will not apply to West LB or the Trust.
(d) Payments on Early Termination. For the purpose of Section
6(e) of this Agreement.
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(e) "TERMINATION CURRENCY" means United States Dollars.
(f) ADDITIONAL EVENTS OF DEFAULT. In addition to the Events of
Default specified in Section 5(a) of the Master Agreement (as modified by
this Schedule) as being applicable it shall be an Event of Default
hereunder if there is an acceleration of the Notes because of an Indenture
Event of Default, as defined in the Indenture (any such, an "Acceleration
Event"). If an Acceleration Event occurs the Swap Agreement shall
terminate automatically and an Early Termination Date shall be deemed to
have been set on the date set forth in the Indenture for the acceleration
of the Notes. If an Acceleration Event occurs the Trust shall be the
Defaulting Party.
PART 2. TAX REPRESENTATIONS.
(a) PAYER REPRESENTATIONS. None.
(b) PAYEE REPRESENTATIONS. None.
PART 3. AGREEMENT TO DELIVER DOCUMENTS
Documents to be delivered are:
Party
Required to Date by Covered by
Deliver Form/Document/ Which to Section 3(d)
Document Certificate Be Delivered Representation
- ------------ -------------------------- ---------------------- ---------------
West LB An Internal Revenue Service (i) Before the first Yes
Form 4224 or any successor Payment Date under this
form completed in a manner Agreement, (ii) before
reasonably satisfactory to the first Payment Date
the Trust. under this Agreement in
each successive taxable
year of West LB, (iii)
promptly upon
reasonable demand by
the Trust, and (iv)
promptly upon learning
that any such Form
previously provided by
West LB has become
obsolete or incorrect.
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Party
Required to Date by Covered by
Deliver Form/Document/ Which to Section 3(d)
Document Certificate Be Delivered Representation
- ------------ -------------------------- ---------------------- ---------------
West LB Extracts from West LB's Upon execution of this Yes
Signature Book. Agreement.
West LB Annual Report of West LB As soon as practicable Yes
containing audited following written
consolidated financial request from the Trust.
statements for each fiscal
year certified by independent
public accountants for each
such fiscal year.
West LB Opinion of West LB In-House No
German Counsel reasonably
satisfactory to the Trustee
Trust (with respect Incumbency Certificate with Upon execution of this Yes
to the Trustee) respect to the signatory to Agreement
the Agreement
Trust (with respect A certified copy of the Upon execution of this Yes
to the Trustee) resolution or resolutions Agreement.
(the "Authorizing
Resolution"), certified by a
secretary, or an assistant
secretary of the Trustee,
authorizing the Trustee on
behalf of the Trust, to enter
into this Agreement and each
Transaction and Confirmation
hereunder.
Trust A certified copy of the Trust Upon execution of this Yes
Agreement and each amendment Agreement and on the
thereof. date of each amendment
thereof.
Trust Opinion of Outside Counsel Upon execution of this No
reasonably satisfactory to Agreement
West LB with respect to the
Trust and the Trustee.
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PART 4 - MISCELLANEOUS.
(a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a):
Address for notices or communications to West LB:
Address: Westdeutsche Landesbank Girozentrale
1211 Avenue of the Americas, 25th Floor
New York, New York 10036
Attention: Legal Department
Telex No.: __________ Answerback:
Facsimile No.: 212-768-4781
Address for notices or communications to the Trust:-
TIERS<service-mark> Asset-Backed Securities, Series CHAMT Trust 1997-7,
Address: [ ]
(b) PROCESS AGENT. For the purpose of Section 13(c):
West LB appoints as its Process Agent:
Name: Westdeutsche Landesbank Girozentrale,
New York Branch
Attention: Legal Department
Address: 1211 Avenue of the Americas, 25th Floor,
New York, New York 10036
The Trust appoints as its Process Agent:-
[Identify]
(c) OFFICES. The provisions of Section 10(a) will apply to this
Agreement. Section 10(a) is hereby amended by adding the words "and each
branch thereof" to the end of the first sentence of such section.
(d) MULTIBRANCH PARTY. For the purposes of Section 10(c) of
this Agreement:
The Trust is not a Multibranch Party.
West LB is not a Multibranch Party.
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(e) CALCULATION AGENT. The Calculation Agent will be West LB.
(f) CREDIT SUPPORT DOCUMENTS. Not applicable.
(g) CREDIT SUPPORT PROVIDER. Not applicable.
(h) GOVERNING LAW. This Agreement will be governed by, and
construed and enforced in accordance with, the law of the State of New York
without reference to choice of law doctrine.
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of
this Agreement will not apply to Transactions.
(j) "AFFILIATE" will have the meaning specified in Section 14 for
West LB and will be inapplicable to the Trust.
(k) PAYMENTS.
The account for payments to West LB shall be:
Chase Manhattan Bank, New York
ABA #: 021-100-021
Account #: 001-1-621398
Account Name: Global Derivatives, West LB, N.Y.
The account for payments to the Trust shall be:
[Identify]
or to such other account as the Trust shall have last designated by notice
to West LB in accordance with the terms of Section 2(b).
PART 5. OTHER PROVISIONS
(1) DEFINITIONS.
(a) This Agreement, the Confirmations, and each Transaction are
subject to the 1991 ISDA Definitions (the "Definitions"), as published by
the International Swaps and Derivatives Association, Inc., and will be
governed in all respects by the provisions set forth in the Definitions.
The provisions of the Definitions are incorporated by reference in, and
will be deemed to be part of, this Agreement and the Confirmations as if
set forth in full in this Agreement or in such Confirmations.
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(b) In addition as used herein and in any Confirmation:
"Asset Impairment Event" means that on the Termination Date for the
Transactions, the Note Notional Amount (as defined in the Indenture), less
all losses (if any) on Eligible Investments that became defaulted
investments while owned by the Trust, is less than the aggregate Note
Principal Amount (as also defined in the Indenture) on such date.
"Certificates" means the $10,920,000 Floating Rate Certificates, Class
B issued by the Trust on the date hereof pursuant to the Trust Agreement.
"Certificate LIBOR" means, for any Calculation Period, "LIBOR" as
defined and set in accordance with the Trust Agreement.
"Certificate Prepayment Amount" means the "Monthly Prepayment Amount
as defined in Section 1(b) of the Trust Agreement.
"Distribution Date" means the 15th calendar day of each month
commencing October 15, 1997, through and including the Termination Date of
this Transaction, subject to adjustment in accordance with the Following
Business Day Convention.
"Early Amortization Payments" with respect to the Term Assets has the
meaning set forth in the Indenture.
"Eligible Investments" has the meaning set forth in the Indenture.
"Indenture" means the Indenture dated as of September 15, 1997, as
supplemented by a series supplement thereto also dated as of September 15,
1997, each between the Trust and First Trust of New York, National
Association, as Indenture Trustee.
"Indenture Trustee" means First Trust of New York, National
Association, as Indenture Trustee under the Indenture.
"Notes" means the $352,980,000 Fixed Rate Notes, Class A, issued by
the Trust on the date hereof pursuant to the Indenture.
"Note Prepayment Amount" means the "Monthly Prepayment Amount" as
defined in the Indenture.
"Redemption Date" has the meaning set forth in the Indenture.
"Sale Procedures" has the meaning set forth in the Indenture.
"Sale Proceeds" has the meaning set forth in the Indenture.
"Scheduled Interest Payments" with respect to the Term Assets has the
meaning set forth in the Indenture.
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"Term Assets" means the "Collateral Obligations" as defined in the
Indenture.
"Trust Agreement" means, the Base Trust Agreement, dated as of
September 15, 1997, as supplemented by the Series CHAMT 1997-7 Supplement,
also dated as of September 15, 1997, each between Structured Products Corp.
and the Trustee.
"Trustee" means Delaware Trust Capital Management, Inc. as trustee
under the Trust Agreement.
(2) INCONSISTENCY. In the event of any inconsistency between the
provisions of this Agreement and the Definitions, this Agreement will
prevail. In the event of any inconsistency between the provisions of a
Confirmation and this Agreement or the Definitions, the Confirmation will
prevail for the purpose of the relevant Transaction. In the event of any
inconsistency between the provisions of this Schedule and the printed form
of agreement of which it forms a part, this Schedule will prevail.
(3) Section 2(d) is hereby deleted in its entirety and amended to provide
that payments under this Agreement may be made with deduction for or on
account of any tax required by applicable laws with respect to such
payment.
(4) Section 7 is hereby deleted in its entirety and amended to provide
that neither the Trust nor West LB shall assign, novate or transfer as a
whole or in part any of its rights, obligations or interests under this
Agreement except that the Trust may assign and pledge to the Indenture
Trustee, for the benefit of the Noteholders, all of the Trust's rights and
interest hereunder, as security for the Trust's obligations to such holders
under the Indenture.
(5) NON-BANKRUPTCY PETITION. Prior to the date that is one year and one
day after the date upon which the Trust is terminated in accordance with
the terms of the Trust Agreement, West LB hereby irrevocably and
unconditionally agrees that it will not institute against, or join any
other person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under
the bankruptcy or similar laws of the United States or any other
jurisdiction.
(6) ACCURACY OF SPECIFIED INFORMATION. Section 3(d) is hereby amended by
adding in the third line thereof after the word "respect" and before the
period the words "or, in the case of audited or unaudited financial
statements or balance sheets, a fair presentation of the financial
condition of the relevant person".
(7) MODIFICATIONS TO THE AGREEMENT.
The words "or any of its Affiliates" shall be deleted from lines 1 and
2 of Section 3(c) of this Agreement.
The words "or there is a substantial likelihood that it will" shall be
deleted from line 4 of Section 5(b)(ii) of this Agreement.
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(8) SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions in the Agreement shall not in any way be affected
or impaired. In the event that any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable, the
parties will negotiate in good faith to replace the invalid, illegal or
unenforceable provisions with valid provisions which will, as nearly as
possible, give the originally intended legal and economic effect of the
invalid, illegal or enforceable provisions.
(9) OPTIONAL REDEMPTION OF THE NOTES. If on any Payment Date for the
Notes, before giving effect to any distributions to be made on such date,
the aggregate outstanding principal amount of the Term Assets would be less
than 10% of the principal amount of the Term Assets as of the date of
execution of this Agreement, West LB or its designee may, at its option, by
delivering a written notice to the Indenture Trustee (with a copy to the
Issuer), purchase all of the Term Assets and Eligible Investments at an
aggregate purchase price equal to the outstanding principal amount of the
Notes and Certificates and any accrued interest thereon and direct the
redemption of all of the outstanding Notes at their Redemption Price (as
defined in the Indenture). If West LB (or its designee) directs such an
Optional Redemption of the Notes such event shall, as provided in Part 1
above, be a Termination Event and the Early Termination Date shall be the
date set for such redemption in accordance with the Indenture.
(10) CALCULATION OF NOTE AND CERTIFICATE PREPAYMENT AMOUNTS. On the first
Business Day of each month West LB, or its designee, shall determine (i)
the PSA Index Rate (as defined in the Indenture) for such month, (ii) the
Monthly Amortization Rate (as defined in the Indenture) that corresponds to
such PSA Index Rate for the Notes and for the Certificates, (iii) the Note
Prepayment Amount and (iv) the Certificate Prepayment Amount; and West LB
shall notify the Indenture Trustee of its determinations.
(11) SALE PROCEDURES. If West LB receives notice from the Indenture
Trustee pursuant to Section 5 of the Indenture that, in connection with a
mandatory prepayment of the Notes and/or Certificates, the Indenture
Trustee is required to liquidate, in accordance with the Sale Procedures,
an aggregate Par Amount of Eligible Investments and principal amount of
Term Assets in an amount equal to (or as close as practicable, equal to),
the aggregate principal amount of Notes and Certificates then subject to
such mandatory prepayment, West LB shall, at least 5 Business Days before
the Distribution Date on which such prepayment amounts are due the holders
of the Notes and/or Certificates, direct the Indenture Trustee as to which
Eligible Investments, if any, (and the Par Amount thereof) should be
liquidated with the Term Assets.
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IN WITNESS WHEREOF, the parties have executed and delivered this
document as of the date specified on the first page of this document.
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
TIERS<service-mark> ASSET BACKED SECURITIES, SERIES
CHAMT TRUST 1997-7
By: Delaware Trust Capital Management Inc., not in its
individual capacity but solely as Trustee under the
Trust Agreement
By:__________________________________
Name:
Title: